| There is no doubt that the company is an important commercial subject,which is profitable,corporate and corporate,and capital is an indispensable material basis for its conduct.If a company does not have capital support,it will soon be unable to stand in a competitive market environment.It is precisely capital has such an important significance,the capital system plays an essential role in the company law.How to establish the mutual check and balance of relationship,to protect and balance the legitimate interests between creditors and shareholders,is a major factor for countries across the world which pay the close attention in legislation to build a broad or strict corporate capital system.It's easy to see that the more conservative capital system tends to be the primary choice for most countries from the comprehensive survey of the historical evolution of the world capital system.However,the so-called capital guarantee function did not fully work like the umbrella of creditors in practice.On the contrary,it's inefficient that the practice of business results protects the creditors,even it's formalism.The increasingly rigid capital systems have constrained the enthusiasm of investors to invest,limiting the free space of companies conduct.It is the general trend of reform to inspect the changes in the capital system of corporate law in various countries,whose gets relaxation,flexibility and easing instead of strict.But at the same time,the importance of how to protect the interests of creditors is also increasingly prominent.In order to comply with the tide of reform of the world capital system and timely implement the arrange which the State Council made about the reform of registered capital registration,only the company capital system and registration system was revised in "Company Law" in 2013.There were some mainly changes that the payment by installment system in the registered capital subscription system was banned,consequently,the shareholders are no longer subject to the minimum of registered capital,the proportion of the initial investment,the proportion of capital contribution and the period of funding restrictions,except specific industry regulations.The capital system reform is a good news not only for the majority of investors but also for enterprise,which helps them reduce the financing costs,active and stimulate market economy in our country.However,as time goes on,a former legislation doesn't conform new society.The interests of corporate creditors face great risks and challenges,because the current reform of our country capital system and the corresponding measures are not complete.In the judgment,the first case of company shares subscribed capital that was judged by Shanghai Putuo court led people to think about how to protect the interests of creditors under the capital subscription system better.Besides,it also revealed the adverse effects on creditors because of capital subscribed system.At this situation,this paper aims to explore the protection of the interests of creditors in the background of the reform of company registered capital system,considering the risk of the creditors comprehensively,through the perfect construction of the company information disclosure system,the regulation of the shareholder investment obligations,the practice of disregard of corporate personality to build the system,so that it's beneficial for the improvement of capital system and the innovation of the protection of creditors.This paper is composed of introduction and main body.The main body of the thesis is divided into five parts:The first part,combined with the judicial practice of our country,the comprehensive consideration of the capital system reform under the creditor's risk,analysis of the adverse effects of the system of the creditor.Starting from Shanghai's first contribution case,analyze the main views and reasons of the judgment which was made by the court and the problems associated with the case,contributing for the following content which is about how to design and perfect the protection of creditors under the contribution system.The second part,on the basis of the existing supporting measures,intends to combine our national conditions and judicial practice for the protection of the creditors' rights under the reform of the capital system to rethink.It works mainly from three aspects of the company information disclosure mechanism,the shareholder contribution responsibility system,and the company's legal personality denied the application of space to explain and analyze its shortcomings and deficiencies.The third part intends to build perfect system of China's current information disclosure,learning from foreign legislation,by means of improving corporate finance information disclosure system and establishing the credit early-warning mechanism.The third part intends to perfect the construction of the information disclosure system in our country,and draw lessons from the system of foreign legislation,mainly from perfecting the information disclosure system of the company's finance and establishing the sound early warning mechanism to improve the information disclosure mechanism.The fourth part is intended to construct the thread of regulating the investment obligation of shareholders,combined with the analysis of the first case of subscription capital system in Shanghai,in order to regulate the collection responsibility under the circumstances of the non-paid capital contribution,the act of maliciously evading the capital contribution responsibility,the capital contribution responsibility caused by non-paid capital in transfer of equity,as well as the regulation of responsibility caused by shareholders' delay in performance of capital contribution.The fifth part target for issues including how will the system of disregard of corporate personality in current Corporate Law being put into practice under circumstances of capital system reform,re-determining the standard of defining "significant under capitalization",allocating the burden of proof rationally and putting forward relevant perfection measures. |
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